SURGENT TERMS OF SERVICE

[Revised: January 8, 2018]

1. Acceptance of the Terms of Use

1.1 Surgent CPA Review LLC, located at 237 Lancaster Ave Devon, PA, 19333 (“Surgent”, “we” or “us”) owns and operates websites including but not limited to those located at http://surgent.com/ and http://www.cpenow.com/ (“Website”). This Terms of Use governs your access to and use of our Website and the online services provided through our Website (together, the “Services”). Please review the Terms of Use carefully before you start to use our Services. This Terms of Use is a legally binding contract between you and Surgent. By using our Services, including browsing our Website or clicking on the accept or agree button of this Terms of Use when the option is made available to you, you accept and agree to be bound and abide by this Terms of Use and our Privacy Policy, found at http://surgent.com/privacy, incorporated herein by reference. IF YOU DO NOT AGREE WITH THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE OUR SERVICES.
1.2 Our Services are offered and available to users who are over 18 years old. By using our Services, you represent and warrant that you are over 18 years old, and are able to form a binding contract with us. If you do not meet all of these requirements, you must not access or use our Services.
1.3 Surgent will be delivering to you or making available to you important information from time to time. By using our Services, you hereby agree to retrieve, in a timely manner, all electronic communications made available to you by us, including, for example, course update announcements, acknowledgements, e-mail messages, mails, and online notices.
1.4 Surgent may revise and update this Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of our Services thereafter. Your continued use of our Services following the posting of revised Terms of Use means that you accept and agree to the changes. You agree to check this page frequently so that you are aware of any changes, as they are binding on you.

2. Permitted Uses

Subject to the terms of this Terms of Use, Surgent grants you a limited, personal, non-commercial, non-exclusive and nontransferable license to use our Services, upon full payment for the Services, as applicable. All rights not expressly granted by Surgent are reserved.

3. Prohibited Uses

3.1 You shall not:

3.1.1 use our Services for unlawful purposes.

3.1.2 violate any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries.

3.1.5 allow another to access your account or any materials you have that are derived from our Services; or

3.1.6 exploit our Services for any commercial purposes; or

3.1.7 copy, modify, transmit, or create derivative works, in whole or in part, of our Services or any materials derived from our Services for commercial purposes, without prior written consent from Surgent; or

3.1.8 impersonate or attempt to impersonate Surgent, a Surgent employee, another user or any other person or entity, including, without limitation, by using e-mail addresses associated with any of the foregoing; or

3.1.9 engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Services, or which, as determined by us, may harm us or our users or expose us to liability; or

3.1.10 use our Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of our Services, including their ability to engage in real time activities through our Services; or

3.1.11 use any robot, spider or other automatic device, process or means to access our Services for any purpose, including monitoring, copying, scraping any of the materials from our Services; or

3.1.12 use any manual process to monitor or copy any of the material from our Services for any other unauthorized purpose without prior written consent from Surgent; or

3.1.13 use any device, software, routine that interferes with our Services; or

3.1.14 introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful or can interfere with our Services; or

3.1.15 attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Services, the server on which our Services uses, or any server, computer or database connected to our Services; or

3.1.20 infringe, misappropriate, or engage in any unauthorized uses of our intellectual property, which includes, but is not limited to all patents, copyright, trademarks, trade secrets, trade dress, or knowhow of or used by Surgent.

3.2 We have the right to suspend your account, terminate this Terms of Use, refuse you access to our Services, delete your account information including your username, password any information or settings you may have saved, all without notice, if we, in our sole discretion, determine that you have violated this Terms of Use or engaged in any misconduct related to this Terms of Use.

3.3 We have the right to pursue any potential violations of this Terms of Service in a court of competent jurisdiction, including seeking all legal and equitable remedies we may be entitled to and collecting from you any costs and attorney fees in connection with the exercise of our right.
3.4 We have the right to cooperate with law enforcement in connection with any prosecution arising out of the use of our Services.
3.5 If you wish to report any suspected violation of this Terms of Use, please email us at cpareview@surgent.com.

4. Intellectual Property Rights

4.1 Our Services, and all the materials and its entire contents, features and functionality, including but not limited to all information, computer codes (including software, HTML codes, source codes, executable codes), interfaces, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by us, its licensors or other providers of such material and are protected by United States and international copyright, patent, trademark, trade dress, look and feel, trade secret, knowhow and other intellectual property or proprietary rights laws.
4.2 You must not remove any copyright or trademark (including service marks and trade names) notices on our Services.
4.3 You acknowledges and agree that any actual or threatened infringement of intellectual property rights in connection with this Terms of Use would cause irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such an infringement, we are entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance and any other relief that may be available from any court. These remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available under this Terms of Use at law or in equity.
4.4 If you believe in good faith that materials available through our Services infringes your copyright, you may send us a written notice by mail, email or fax, requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the Digital Millennium Copyright Act of 1998 and should be sent by mail to 237 Lancaster Ave Devon, PA, 19146, by email to copyrightofficer@surgent.com , or by fax to (610) 688 3977. For details on your rights and statutory notice and counter-notice requirements please consult your legal representative.

5. Our Services

5.1 Our Services are designed to provide practical and useful information on the subject matter covered. WHILE SUCH CONTENT MAY CONCERN ACCOUNTING ISSUES, TAX ISSUES, LEGAL ISSUES, OR OTHER ISSUES RELATED TO PROFESSIONAL SERVICES, YOU HEREBY ACKNOWLEDGE THAT SUCH CONTENT IS NOT ACCOUNTING ADVICE, TAX ADVICE, LEGAL ADVICE, OR OTHER PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT PROVIDED BY OUR SERVICES WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. SURGENT EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT PROVIDED BY OUR SERVICES OR IN CONNECTION WITH OUR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT IS NOT PROVIDED FOR THE PURPOSE OF RENDERING ACCOUNTING, TAX, LEGAL OTHER PROFESSIONAL SERVICES. IF YOU BELIEVE YOU REQUIRE ACCOUNTING ADVICE OR OTHER EXPERT ASSISTANCE, YOU SHOULD SEEK THE SERVICES OF A COMPETENT PROFESSIONAL.
5.2 Surgent uses all reasonable efforts to ensure that information provided from our Services is complete, accurate and current. SURGENT DOES NOT WARRANT OR GUARANTY THAT INFORMATION WE PROVIDE THROUGH OUR SERVICES, INCLUDING ALL DESCRIPTIONS, IMAGES, REFERENCES, FEATURES, CONTENT, SPECIFICATIONS, PRODUCTS, PRICES OF PRODUCTS AND SERVICES, OR THE TIME THE MATERIAL IS AVAILABLE, IS ALWAYS ACCURATE, COMPLETE OR CURRENT. Descriptions and images of, and references to, third-party products or services by us do not imply we endorse such third-party products or services. Any performance measurements provided by our Services are approximate and are provided for convenience purposes only.
5.3 Surgent reserves the right, at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, any materials provided by Services, with or without notice.
5.4 Surgent reserves the right, at any time and from time to time, in its sole discretion, to modify or terminate, temporarily or permanently, any content or features of our Services, with or without notice.
5.5 Our Services may include links to third party websites or services (“Excluded Services”). We do endorse and do not control the contents, terms of use, practices or policies of Excluded Services and we shall not be liable for any damage or loss arising out of Excluded Services.
5.6 We make no representation that our Services is appropriate or may be used outside of the United States. In choosing to access our Services, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of our Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time. Not all of our Services are available in all states or territories within the United States.

6. Paid Content

6.1 Surgent grants you a limited, personal, non-commercial, non-exclusive and nontransferable license to use certain restricted portions of our Services, such as Surgent CPA Review, Surgent Live Seminars, or another course, material, session (each a “Paid Content”) for two (2) years, when you purchase such Paid Content.
6.2 You may purchase a Paid Content with a credit card through our third-party suppliers and service providers online or through our sales representative on the phone. By making a purchase with Surgent, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION.
6.3 If the option is available to you, you may pay the purchase price for Paid Content in installments (each an “Installment”). In the event that any payment, including any Installment, cannot be processed or is otherwise not paid when due, you agree and acknowledge that Surgent may deny you access to the Paid Content at any time without notice to you.
6.4 The license for a Paid Content shall automatically expire on the second anniversary of the date the Paid Content was initially accessed, subject to extensions as provided under Section 6.5 below.
6.5 Prior to the date your license to Paid Content expires, you may make a request to extend the term of your license to the Paid Content for an additional year (a “Request”). Such Request must be made to cpareview@surgent.com and will be approved if (1) you have remained in compliance with the Terms of Use at all times and (2) upon a satisfactory showing of a need to access the Paid Content, which is the subject of your request, such as, to prepare for a section of the CPA exam you have not yet passed. You may issue further Requests from time to time on the terms set forth above. Surgent reserves the right to refuse a Request in the circumstances described above or to grant you a more limited license that will grant you access to only a portion of the Paid Content you previously purchased.

7. User Name, Password and Security

7.1 You are responsible for maintaining the confidentiality of your account information, including but not limited to your username and password, and shall exercise best efforts to maintain their confidentiality, including, at the minimum, log out from your account at the end of each session.
7.2 You agree that you shall be fully responsible for all activities that occur under your account.
7.3 You agree that you shall notify Surgent at cpareview@surgent.com immediately if you suspect any unauthorized access of your account or security breaches.
7.4 Surgent shall not be liable for any loss or damage arising from your failure to comply with this Section 7.

8. User Contributions

8.1 You are solely responsible for the content that you publish or display on our Service or transmit to another (“Post”). You will not Post any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates the rights, including, but not limited to, intellectual property rights, and rights of privacy and publicity, of anther.
8.2 You grant Surgent and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right to copy, use, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your Post for any purpose. In addition, you waive any “moral rights” or the like in your Posts. If you make suggestions to improve our Services, we shall have the right to use your suggestions without any compensation to you. You are and remain responsible and liable for the content of any Posts.
8.3 Without limiting the aforementioned, if you speak or present at one of our events, such as a live course or seminar, you consent to Surgent recording such presentation in connection with such event, including any presentation materials you use (together “Presentation Materials”). You also grant Surgent a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license and right (1) to publish, distribute, public display, public perform any such presentation through all media now known or hereafter created and (2) to copy, use, transmit, distribute, publicly perform and display any such Presentation Materials through all media now known or hereafter created.
8.4 Surgent have the right but not the obligation to monitor, evaluate or alter any Post before or after they appear on our Services.
8.5 Surgent have the right to disclose any Post and the circumstances surrounding their transmission to anyone for any reason or purpose.

9. Termination

9.1 If Surgent discontinues providing the Services, Surgent has the right to terminate this Terms of Use at any time without notice to you.
9.2 Upon termination of this Terms of Use and upon notice from Surgent, you shall immediately destroy all copies made by you of the contents of our Services or any portions thereof, whether in electronic or print form.
9.3 Upon the expiration of a license to a Paid Content, you shall immediately destroy all copies made of the Paid Content or any portions thereof, whether in electronic or print form.
9.4 Surgent has the right to delete your account and any information you stored on your account in connection a Paid Content when your license to that Paid Content has expired.

10. Disclaimer

YOU ACKNOWLEDGE THAT INCOME TAX, AUDITING, ACCOUNTING AND OTHER RULES, REGULATIONS AND METHODS ARE SUBJECT TO CHANGE AND ARE OF SUCH COMPLEXITY THAT THE MATERIALS MAY BE INACCURATE, INCOMPLETE OR CONTAIN DEFECTS.
YOU ACKNOWLEDGE THAT ANY SERVICE MADE AVAILABLE TO YOU BY SURGENT IS “AS IS,” “WHERE IS,” AND “WITH FAULTS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. NEITHER SURGENT NOR ANY PERSON ASSOCIATED WITH SURGENT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF OUR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE SURGENT NOR ANYONE ASSOCIATED WITH SURGENT REPRESENTS OR WARRANTS THAT OUR SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES OUR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT OUR SERVICES OR ANY ITEMS OBTAINED THROUGH OUR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU AGREE THAT YOU MUST EVALUATE AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH THE USE OF OUR SERVICES, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS, USEFULNESS, TIMELINESS, AND SECURITY OF ANY MATERIALS AVAILABLE THROUGH OUR SERVICES. SURGENT DISCLAIMS ALL WARRANTIES WITH RESPECT TO OUR SERVICES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.

11. Limitation of Liability

IN NO EVENT SHALL SURGENT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE OUR SERVICES OR ANY CONTENTS LINKED THROUGH OUR SERVICES INCLUDING BUT NOT LIMITED TO INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OR DAMAGE OF DATA, DAMAGE TO OR INTERRUPTION OF LOCAL AREA NETWORK, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE MAXIMUM AGGREGATE LIABILITY OF SURGENT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS IN CONNECTION WITH OUR SERVICES, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PAYMENT SURGENT RECEIVES FROM YOU FOR OUR SERVICES.

12. Indemnity

You agree to defend, indemnify and hold harmless Surgent, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of our Services.

13. Dispute Resolution.

13.1 This Terms of Use shall be governed by and construed in accordance with the laws of the State of New York without reference to its principles of conflicts or choice of law. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law.
13.2 YOU AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS TERMS OF USE OR YOUR USE OF, PURCHASE OF, OR SUBSCRIPTION TO OUR SERVICES SHALL BE FINAL AND BINDING ARBITRATION.
13.3 Arbitration proceedings shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in New York, New York, except that, to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s intellectual property rights, such as patent, copyright, trademark or trade secret rights, such other party may seek injunctive or other appropriate relief in any state or federal court in the State of New York and you consent to exclusive jurisdiction and venue in such courts. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
13.4 To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THIS TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF OUR SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
13.5 IN THE CASE THAT A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.
13.6 Any and all disputes proceeding in court under this Terms of Use shall only be resolved by courts located in the city of New York, State of New York and the parties hereto consent to venue therein, the exclusive personal jurisdiction thereof, and to the sufficiency of service of process by certified or registered mail in connection with any dispute arising out of or in connection with this Terms of Use.

14. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15. Miscellaneous

15.1 Severability

15.1.1 No waiver of by us of any term or condition set forth in this Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure from us to assert a right or provision under this Terms of Use shall not constitute a waiver of such right or provision.

15.1.2 If any provision of this Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

This Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Surgent with respect to our Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to our Services.

15.4 Pass Rate Calculation

Surgent’s published Pass Rate is based on Surgent customer CPA Exam scores collected since 1/1/2016. Surgent proactively reaches out to each customer post-exam date to collect CPA Exam score data. Scores are voluntarily submitted by customers and not verified further by Surgent. Surgent attempts to collect every customer student score.

16. Contact

All other feedback, comments, complaints, requests for technical support and other communications relating to our Services should be directed to: